Magic Of Carealot
by jesphoenix05
Summary: Amelia and Zelgadis are stranded in Carealot where they meet the warm and lovable care bears. But wait...Why are there ninjas here? Guest starring Aoshi and Misao from Rurouni Kenshin
1. Introduction

Disclaimer: I do not own: Rurouni Kenshin, Slayers, Yu-gi-oh, Stargate SG-1 or the Care Bears Movies. Though I confess to owning a couple of DVD movies and I might have owned a bear or two at some point in my life…I was always partial to Tender Heart! 

**The magic of Care-a-lot**

**Introduction…**

_Kate-sensei hurried towards the Aoiya. One of the magical devices she kept in her bag had been activated but that couldn't be possible since only she knew how to activate any of the magical artifacts she had collected. But the ripples in the flow of magic told her that someone had activated it!_

"_There's only two people who could've figured it out!" she thought with alarm hoping that she hadn't been careless and left an artifact out where either Misao or Aoshi would touch it. Seriously concerned now she turned suddenly and headed towards an empty alley and did something she rarely ever did. Using her unusual senses she quickly scanned the alley to make sure there were no witnesses and satisfied that there were none she tapped her pendant and whispered: Aoiya, my room. _

_In a flash of light she disappeared from the alley and reappeared inside her room. Her magical senses told her the Aoiya was empty save for Okon who was in her room napping. She quickly looked around the room and realized that "The Bracelet of Itinerea" which controlled space and time was glowing, which meant it had recently been activated. _

_A terrible situation this was since the people of this world were not supposed to be involved with magical artifacts of this kind of power. Their world was simply not ready! This was why she was sent to this world periodically to check that all powerful artifacts belonging to this world were safely hidden until the time was right! After all what a disaster it would be if someone were to discover the Millennium Items or the Stargate before the world was ready to understand them!_

_Alarmed at the mounting gravity of the situation she teleported to Okon's room to make sure she would sleep long enough for her to retrieve Aoshi and Misao from wherever the bracelet sent them then returned to her room. Pulling her all-seeing mirror out of her bag she placed her hand and the glass and asked it to tell her where Misao and Aoshi were. _

_When she removed her hand it showed her an unusual image: Fluffy white clouds, children frolicking about with little bears of different colors and there was Misao playing hide and seek behind a rainbow!_

"_Oh dear…They're in Care-a-lot!" the old woman sighed…_

And on to the main event… Let the sharing of the feelings begin! Part 1 is up!

Thank you for reading and reviewing!


	2. Part 1: Sorcerers? Ninjas? Care Bears?

**Disclaimer:** I do not own: Rurouni Kenshin, Slayers or the Care Bears Movies. Though I confess to owning a couple of DVD movies and I might have owned a bear or two at some point in my life…I was always partial to Tender Heart!

* * *

**The magic Of Care-a-lot**

**Part 1: Sorcerers? Ninjas? _Care Bears_?… WHAT IN THE WORLD IS GOING ON AROUND HERE!**

Amelia returned slowly to consciousness, her head pounding painfully and incessantly. That inter-dimensional teleportation spell must've backfired or at least had side effects they hadn't counted on. Reluctantly, she opened her eyes and was so surprised by the sight that greeted her that she wondered if perhaps she was still unconscious!

"She's awake," whispered cheerfully a cute little yellow bear with a smiling sun on his white belly. She blinked twice hoping that it was just a hallucination and that there really wasn't a little talking bear standing next to her prone form.

"Well, hello there!" said a soft cheerful voice coming from a pink bear with a rainbow on his white belly standing on her other side.

"Hello to you too!" she replied automatically 'they are so cute!' she thought in spite of the strangeness of the situation

"Welcome to Carealot! I'm Funshine Bear and this is Cheer Bear!" the little yellow bear happily introduced

"Well, nice to meet you Funshine and Cheer Bear! My name is Amelia!" she returned cheerfully as she sat up realizing that the spell most definitely backfired! 'Miss Lina!' she whined silently and wondered how in the world she was getting back to Seyruun.

"It's nice to meet you Amelia! How are you feeling?" Funshine bear asked helping Amelia get up. She held her head for a moment and did a quick mental assessment of her injuries but other than the headache that already seemed to be fading there didn't seem to be anything else wrong.

"I'm all right!" she answered cheerfully getting to her feet. She looked down at the ground and realized she was standing on something very white and fluffy, like a cloud! Then she gasped as she took in the sights.

The soft white ground stretched as far as the eye could see. Slides made out of rainbows were everywhere and bears of different colors came to and fro in little vehicles made of the same mysterious fluffy material as the ground and landed in a cheerfully colored landing pad. In the distance she could see a large pink castle with heart-shaped windows and all the shutters open; a magnificent fountain in front of it burst upwards a multicolored spray of water that made it look as if it was shooting out a rainbow.

Its huge heart-shaped door was thrown open as if to say "welcome one and all!" and she immediately felt as though she belonged here. She could see a group of people and what looked like more bears coming out of the large palace. There was a red heart shaped clock nearby her on a large pedestal with only one arrow that didn't seem to move form the twelve o'clock position but she couldn't be certain because it had no numbers only little red hearts.

"We should take her with the others!" suggested Cheer Bear. Funshine happily agreed and took one of Amelia's hands and the two little bears led her towards the group near the castle. She cheerfully went along thinking most likely Miss Lina, Mr. Gourry and Mr. Zelgadis were probably the others that they were talking about. With every step she took she felt more and more cheerful and her headache faded away.

She frowned in concern when she reached the group. Ms. Lina and Mr. Gourry were not there, neither was Mr. Zelgadis! There was a girl there who looked to be about her age playing with a little boy and a little girl who looked no older then ten. And of course there were more bears…

"Hey everyone! This is Amelia!" Cheer Bear announced to the group and everyone looked up to wave and welcome her

"Hi everybody!" Amelia greeted cheerfully. The older girl wearing a short dark blue outfit with a pink sash tied around her waist stepped forward her shoulder length brown hair swirled around her and she smiled cheerfully and introduced her self and the children.

"Hi my name's Misao Leader of the Oniwaban group of ninjas! This is Kim and Jason and they are…" she pointed towards the bears who at the command of a brown bear with a pink and red heart on his white belly lined up in a V-shaped formation and

"WE'RE THE CARE BEARS!" they all gleefully shouted in unison. Misao giggled and Amelia joined her thinking 'They're so cute!' She was delighted to hear Misao echo her thought out loud. Amelia quickly realized that she could sort of guess their names just by looking at the pictures on their white bellies and they spent some time introducing all the bears. But what impressed Amelia the most was the Care Bears mission: To spread joy and help people share their feelings! She volunteered to help!

"So how did you end up here?" Misao asked her. The two girls cheerfully swapped life stories as they watched the care bears and the children frolic and play among the clouds. The children's story was simple: they were orphans and had originally given up ever being able to have friends or family and so of course the care bears brought them to Care-a-lot to show them they were wrong.

It turns out that Misao had just gotten married and was leaving for her honeymoon in a few days and she was in her friend Mrs. Kate's room looking for something and accidentally touched a weird bracelet sitting on her dresser. She went poof and ended up here! The care bears were trying to help her get home with a device called the Rainbow Rescue Beam but Grumpy Bear was still having trouble calibrating it to dial her world.

"I hope I can get home soon! Aoshi's probably worried about me…" she said softly. The sad look that suddenly came over her made Amelia's heart ache for her…

"Don't worry we can find a way to get you back home!" Amelia asserted confidently. It would be a terrible injustice after all if this girl missed her honeymoon! She vowed to make it her mission to ensure Misao did not miss it.

"We'll do it together!" Misao cheerfully declared pumping her fist in the air.

"That's the spirit!" Tender Heart Bear added happily and Cheer Bear got up then and started a song and they all got up to sing. Amelia definitely felt herself at home here! As they were cheerfully singing and dancing the ground suddenly rocked violently under their feet and everyone went tumbling down except for Misao.

'I guess being a ninja makes you sure footed!' Amelia thought grateful that they were on a cloud when she landed on her butt!

"Is everyone alright?" Misao commanded helping Amelia up. Amelia blinked her demeanor had changed and it was kind of like what happened to Ms. Lina when she switched from happy little treasure hunter to kick butt angry sorceress! She looked serious and commanding as she checked on the bears and the children.

"What happened?" Amelia asked helping Tender Heart up. He shook his little head and looked towards the large heart-shaped clock which Amelia had been told was the Caring Meter and its function was to measure the level of caring on earth and alert them when there is a shift in the caring levels.

"Oh, no! The Caring Meter has dropped five whole points!" Tender Heart gasped in horror and so did all the bears.

"What does that mean?" Amelia asked horrified at the sight of all the broken rainbows and the cracks on the castle walls. But before any of the bears could reply the cloud-ground quaked again and the Caring meter dropped another two points.

"It means that a lot of people on earth must've just _stopped_ caring!" Funshine Bear explained fear plain to see on its cute little furry face Amelia ached for the saddened and terrified bears.

"…and when lots of people stop caring Care-a-lot suffers, huh?" she deduced looking around at the devastation in the once bright and cheerful Care-a-lot.

"We'll just work together and make it better!" Misao declared firmly with her fists on her hips and a determined look on her face. Amelia cheered!

"That's right! As a crusader for justice I cannot allow these brave and righteous bears to suffer! I, Amelia pledge myself to your cause of spreading joy and happiness and bring justice to whatever evil has perpetrated this heinous act!" she declared boastfully. Misao just stared at her in utter shock as the bears and the children cheered.

"Ok…right! Umm…what are we waiting for let's get going!" Misao added still looking a bit stunned. So half of the bears, Misao and Kim went on the rainbow rescue beam and transported down to earth. Amelia, Jason and the rest of the bears piled onto the platform and were transported by Grams Bear who stayed behind with Baby Hugs and Baby Tugs and would await the return of the Care Bear Cousins who were currently on another assignment.

Once on earth they split into smaller groups figuring they had a better chance of finding out what was going on if they did so. Kim and Jason however were instructed to find a hiding place and remain there until called for. As the only two children who still cared it was important that they remain safe!

Misao left with Secret Bear and Grumpy Bear. Amelia went with Tender Heart, Funshine and Luck Bear. They all scattered in a vandalized carnival, which seemed to be the epicenter of the trouble, in search of the cause of the disruption in good feelings on earth.

* * *

Zelgadis came to with a pounding headache. He got up carefully wondering where in the hell he was and hoping that Lina was there so he could kill her! He looked around the small room and realized there were others with him. There was a large fat man snoring on a desk and a tall one in a dark purple outfit with a sash of the same color tying it and a long trench coat draped over his lap sitting on a small stool. He didn't seem to be carrying any weapons other than a rather short thin sword.

"Finally, you're awake," the man intoned in a deep emotionless voice. He definitely radiated power but it was raw physical power more like Gourry.

"Are you all right?" he asked in that same tone. Zelgadis dusted himself off and drew himself to his full height proudly ignoring the pounding headache.

"I'm fine," he replied non-chalantly checking to make sure his sword and all other items were still there.

"The headache will fade in a few minutes it's just the residual effect of travel through whatever it is we came through," Aoshi explained calmly and moved away towards a small window

"An inter-dimensional portal," Zelgadis explained mildly impressed that the man had seen through to his discomfort. He could tell right away that despite him being as big and strong as Gourry this man was not at all like him.

"What's his story?" Zelgadis asked pointing to the fat man with the garish light blue suit snoozing at the desk. The tall man turned again and shrugged.

"I have attempted several times to wake him but he continues to sleep. There is something unnatural about it however because he doesn't appear to have any illnesses that would cause such abnormally heavy sleep," he explained calmly. Zelgadis examined the man and concurred with the other's assessment. He chanted a few words and the snoozing man glowed for a second.

"You're right. He's under a sleep spell and a pretty strong one from what I can tell. Nothing I can't break…" Zelgadis looked from the snoozing man to his tall companion. The tall one shook his head but his expression remained completely unreadable.

"Best not from what I can tell he wouldn't be much use to us. This cabin belongs to him and all he has here are implements for simple parlor tricks and slight of hand if we run into trouble out there he'll just be a hindrance," the tall man opined calmly.

"We could get some information from him and I can always put him back under," Zelgadis surmised but he had a feeling his new companion already had a counter for that too. The tall one shook his head.

"This man is just a magician in a carnival, it says so on the side of his cabin and from what I can tell he's been asleep since before the trouble began" the tall man explained. He told Zelgadis that he had arrived a few hours ago in this very cabin and at the time all seemed well (except for the heavily sleeping magician) but slowly people's behavior started changing. The adults who were at the carnival with their children just disappeared and the children themselves who at first seemed like normal happy children turned violent, angry and destructive.

The entire carnival grounds had been savagely vandalized as well as a summer camp nearby. The trouble apparently was being caused by two children whose names he had managed to gather were Kristy and Nicholas. According to the boys he questioned when he found Zelgadis there was a third child involved but they had not known his name.

"Wait! You didn't find me here?" Zelgadis asked surprised. The tall unemotional man shook his head.

"No, I was scouting an area in the forest nearby and I saw the flash of light so I went to investigate. When I got there some of the transformed children were planning to steal you're possessions and damage your clothes I thought you'd be safer here since you were unconscious," the tall one answered and Zelgadis inwardly saluted the man's ability to hide his emotions so well.

If he was surprised by any of the things happening around him he didn't show even an iota of it! He didn't even seem surprised by Zelgadis' odd appearance and that was something that surprised even the people of his world! On the other hand strange occurrences like this could be commonplace for him. He made a mental note to find out which. However, Aoshi's guarded and stoic demeanor made him think of him as a lone wolf so most likely he was the type to have extensive experience in guarding his emotions to hide his true intentions. In that respect Zel realized Aoshi was much like himself.

"Thank you. My name is Zelgadis by the way," Zelgadis offered by way of introduction 'he's probably a spy or an assassin although that coat sure would give him away!' Zel thought warily. The tall man looked at him and bowed his head slightly.

"You're welcome. Aoshi is my name," he returned and Zelgadis mirrored his gesture. He went over to the window to see what Aoshi was looking at. Indeed the outside was a mess! It looked like a war zone! He was right about the kids too: they all had strange demonic expressions and dark ugly bags under their eyes. Even the sky looked overcast!

"Well, you're right that guy won't do us any good! I suppose I better find my companions. Did you come alone?" Zelgadis asked as he turned away from the window and looked around the room for items he might be able to use for a locator spell. Aoshi shook his head.

"No and I have been unsuccessful in my search for my companion…" he replied and for the first time since Zelgadis met him a flicker of emotion flashed in his face. The flicker of frustration was there and gone so fast that if Zel had been looking elsewhere he would've missed! But before he could speculate Aoshi's calm demeanor changed. His entire body tensed as he spotted something outside that made him activate his battle senses.

"What is it?" Zel asked going back towards the window his hand on the hilt of his sword.

"I just spotted several small creatures being chased by the violent children. There are also two children over there and they don't seem changed like the others…" Aoshi paused in his explanation his brow furrowed in thought as though speculating what was going on. Zel wondered if some kids were immune to whatever spell these kids were under as he looked out the window.

By now he figured all of this must be the work of some very angry sorcerer but judging by the victims of the spell it had to be someone who hated kids and carnivals or anything that's happier than him or her! They watched as the two children suddenly ran past the cabin. Another child who looked only slightly older with the worst malevolent expression ran after them. Just then a small explosion rocked the small cabin.

"Damn! He must be the spell caster!" Zelgadis realized as a small ball of energy erupted from the boy's finger and hit the cabin again.

"Agreed and his target are those two children," Aoshi reasoned calmly. He grabbed his trench coat and headed out the door with Zelgadis right behind him.

"They're either immune to his power or they're the key to stopping him! Or both!" Zel reasoned Aoshi nodded his calm serious expression didn't change. The two of them ran side by side and Zel admired the man's ability to keep up with him as he hopped onto the roof of a Funhouse that they'd seen the children run into and Aoshi leaped up with equal nimbleness. They were hoping to intercept them at the exit and figured the roof would be quicker than trying to get through the obstacles in the funhouse.

'Not bad! He's definitely not Gourry!' Zel thought, he didn't mind Gourry as a partner the man was capable and strong but sometimes he wished he had a more serious and intelligent companion. Gourry wasn't exactly the sharpest knife in the kitchen and Aoshi was a refreshing change from his usual assortment of _eccentric_ companions. They reached the exit of the Funhouse and it was apparent that the children were still inside. Zel was about to jump down and go inside to rescue the beleaguered children but Aoshi's hand stopped him. Zel gave him a puzzled look.

"They have not been captured and they have a lead on the young warlock if we wait until they emerge and move quickly we can avoid being seen thus maintaining our element of surprise, at least until we know more of what has happened to this place," Aoshi explained quietly. Zel nodded his agreement and looked down to watch the door.

'Damn! I have to stop hanging around Amelia! Her "charge to the rescue" attitude is starting to affect my judgment!' Zel berated himself. In fact in the days before Amelia and company he wouldn't have even bothered with little kids that vandalized carnivals. He wouldn't have even bothered to thank Aoshi for saving him from vicious little thieves while he was unconscious and would've just walked away without a second thought. Now he recoiled from such an idea!

'I can't believe I'm going soft! I'm one third Golem for crying out loud!' Zel scolded himself. Then he stopped to the think about his companion. He looked serious, tough and completely unemotional but he had rushed out at the sight of the children in trouble.

'I guess nothing seems to be what it appears!' he thought but before he could speculate further the two children stumbled out in a panic. Aoshi and Zelgadis moved at lightning speed. They each grabbed a child and rushed back to the cabin. The children struggled at first not knowing what was happening but once they realized Zel and Aoshi were getting them away for their pursuer they hung on tight to their saviors; so tight in fact that when they reached the cabin it took some convincing to get them to let go.

"Are you all right?" Aoshi asked the two frightened children gently going down to one knee so he could be at eye level with them. His gentleness surprised Zelgadis he was obviously someone used to dealing with children, specifically frightened children it seemed by the way they responded to his gentle reassurances. It got Zelgadis to really wonder what is it that the man did for a living that he knew what to do with frightened children.

'He can't possibly be a cold-hearted spy or assassin if he can be that way with scared kids,' Zel speculated. The two children introduced themselves as Kim and Jason. They smiled up at Zelgadis as Aoshi introduced himself and Zel. The little boy asked to see his sword but the little girl cut him off.

"No Jason! We don't have time! We have to help our friends!" she exclaimed desperately looking to Aoshi and Zelgadis a pleading look on her face that made Zel think of Amelia. His resolve crumbled he knew there was no way he wasn't going to help this little girl.

"Don't worry we will help them. Just tell us where you're friends are," Aoshi patiently urged. The little girl explained about Care-a-lot, the cloud quake, the caring meter, the rainbow rescue beam about not wanting friends or family and how the care bears changed their minds. Zel took it all in stride if Aoshi wasn't going to show any surprise at any of this crazy nonsense then neither would he!

'It sounds just like the sort of thing Amelia would go for!' he thought amused then it hit him!

"Kim, were there other humans in Care-a-lot?" Zelgadis asked as gently as he could manage. Gentleness was not one of his strong suits!

"Yeah!" Kim piped up "Amelia had just gotten there when the cloud quake hit! Did you know she's a princess?" she explained cheerfully. Zel nodded thinking he was finally making some progress as Kim told him she was the oddest princess she'd ever seen. She wondered aloud why if Amelia was a princess she didn't wear a tiara and a pretty dress? Because everyone knows princesses wear tiaras and pretty dresses!

"Is that one of your companions?" Aoshi asked. Zel nodded and explained that she was probably the only other one of her companions that came through with him. Knowing Lina once she realized that she had miscast the spell she would not try it on herself until she was certain she had it right. He probably shouldn't expect a rescue either Lina would probably cast the spell correctly on herself and Gourry and hang around in a restaurant stuffing their faces waiting for him and Amelia to show up. He explained as much to Aoshi.

"Were there any others?" Aoshi asked calmly. Jason's face lit up! Kim smiled…

"Yeah! Misao was there too! She's a ninja!" he exclaimed happily. Kim nodded vigorously explaining her little brother loves ninjas and watches ninja movies all the time. Zel paid little attention to any of Jason's wild and excited exclamations about her. Aoshi's eyes were blazing! A series of emotions flashed quickly through his face: relief, joy, impatience, pride. It took Zel by surprise! He hadn't realized he had come to expect his companion to react to this news in much the same why he reacted to everything else.

"Tell me Jason: Where is Misao now?" he asked gently cutting Jason off though the desperation in his eyes was easy for Zelgadis to see! Jason smiled…

"Oh she's with Grumpy Bear and Secret Bear! I think they were headed for the big creepy castle in the center of the carnival!" he explained eager to help out his favorite ninja. Aoshi stood up then and nodded.

"We'll go there then," he replied calmly. His face set again in that stoic expression. Zelgadis couldn't contain his curiosity any more.

"So I take it Misao is your companion?" Zel asked hoping he didn't sound too curious. Jason had said the woman in question was in fact a leader of a clan of ninjas. He had also described her as being cheerful, nice, helpful, sweet, pretty …well there were a lot of adjectives that didn't quite describe what a ninja was supposed to be! In fact Jason's description sounded more like Amelia - crusader for justice - rather than a leader of a group of highly trained spies and assassins! In fact Aoshi looked more like what his mind told him a ninja was supposed to look like and it would explain a lot about him if he was a ninja.

'Unless ninjas are different in his world...' he thought. Aoshi simply nodded in response to his question.

"Hey! Wait a minute your _that_ Aoshi aren't you! You're a ninja too! Wow!" Jason exclaimed happily.

"I didn't realize ninjas carried swords too?" the boy added calmly. Zel's mouth formed a soundless 'oh' as he confirmed that indeed Aoshi was a ninja.

"So that means Misao is your wife! She'll be so happy to see you!" Kim added gleefully.

_**BOOM! **_

Zel's butt hit the floor!

"YOU'RE MARRIED!" Zel exclaimed jumping back onto his feet looking utterly shocked! Aoshi simply nodded calmly.

'Wait what is that? Is he amused…by my reaction?' Zel thought annoyed as he caught a quick flash of a smirk in his stoic companion.

"Yes and we should hurry," Aoshi replied calmly turning for the door.

"Wait we're coming too!" Kim called going after Aoshi. Aoshi turned and looked at them thoughtfully then nodded. Zel however did not move right away!

"Now wait a minute! Is it really a good idea to bring the kids with us! We don't know how dangerous it might be at the heart of this matter! That kid may be just working for someone even worse!" Zel reasoned starting to feel irritated with all this craziness!

"Zelgadis, I understand your misgivings but I know Misao wouldn't have brought these children along with her if she thought their lives were in danger," he countered patiently then turned to Kim and Jason.

"Did Misao, Amelia or any of the Care Bears have an idea of how this situation might have arisen?" Aoshi asked the two children. Kim thought about it…

"Yeah, Friendship Bear and Secret Bear found out that Nichols – the boy who was chasing us – started turning everyone mean because he thinks no one cares about him," Kim answered,

"But we used to be just like him and the Care Bears showed us that we were wrong!" Jason added fervently,

"We can stop Nicholas if we can all work together and convince him that we care about him!" Kim explained enthusiastically. Jason piped up again,

"So will you help us? Will you help us get through to Nicholas and stop him from destroying all the joy and caring in the world Aoshi?" Jason pleaded

"Please Zelgadis?" Kim added and the soft beseeching look on her face broke Zel yet again. He sighed and rolled his eyes 'Damn it! I am going soft! I have to stop hanging around Amelia!' he thought annoyed. Aoshi nodded solemnly and moved towards the door again but waited for Zel to decide.

"Well what are we waiting for…let's get going," he sighed resigning him self to this fate…

Aoshi picked up Jason and put him on his back so they could move faster, Zel did the same with Kim and together they hurried through the carnival towards the vandalized castle at the center.

"Look!" Jason exclaimed pointing at a rainbow of lights flashing in front of the castle.

"It must be them!" Kim added sounding just as excited as Jason. Judging by the light show Zel could tell there was some sort of magical battle going on near the castle entrance. He exchanged a quick glance with Aoshi who had apparently reached a similar conclusion and without saying a word was steering them for cover. Zel knew that a covert approach was best if there was a battle going on. He smiled; it was really nice to have a partner like Aoshi!

"There they are!" whispered Kim excitedly. The little creatures he and Aoshi had seen were lined up in front of the castle. Light beams shot out from their white bellies! The boy they had seen earlier was standing atop a little train cart with a maniacal twisted look on his face. He laughed evilly as the bears used their good magic in a futile attempt to stop Nicholas' rampage. Amelia stood at one end of the line up casting a magic enhancement spell but in the end despite their best effort the bears all slumped in exhaustion with Nicholas laughing evilly at having resisted their assault.

Zel looked to his side to see what Aoshi was doing. His tall companion's eyes were riveted on a small shadow moving slowly towards Nicholas, he narrowed his eyes to try and make out what he was seeing but if Aoshi hadn't been looking in that direction he realized he wouldn't have spotted it at all. With his lips pressed closed together he let out a soft low whistle. To the untrained ear it would sound like just the wind whistling through the branches! The shadow stopped and Aoshi did a couple of hand signals and just like that the little shadow melted away into the darkness.

'Whoa, ninjas are awesome!' thought Zel beginning to re-evaluate his companions other half. He turned to Zelgadis and nodded signaling that they would wait for Zel's next move. It made sense after all Aoshi must be aware by now that Zelgadis and Amelia both possessed weapons more effective for this type of battle. He was about to step out of his hiding spot and help Amelia who was looking pretty exhausted by now when the two children suddenly leaped out ahead of them. Zel and Aoshi stopped them!

"What do you two think you're doing!" Zel whispered in great concern. Aoshi scowled obviously not at all pleased with the children's recklessness.

"Don't you see? We have to tell him how we feel!" Kim whispered desperately,

"It's the only way we can save him!" Jason added pleadingly. Zel opened his mouth to protest but Aoshi beat him to it…

"Zelgadis, they're right. This is their battle…they have walked the same dark path as Nicholas has and are the only ones capable of drawing out his true self," Aoshi intoned solemnly. Zel just stared at him in surprise as Aoshi continued,

"They need to draw out the light which will clear Nicholas' mind and make him see the worth of his own life…" Aoshi said softly with an almost nostalgic tone in his voice that greatly intrigued Zelgadis. He hoped he would have time after all this was over to get to know Aoshi. They released the two children and jogged after them…

"It's the children!" hissed an eerie voice that appeared to be coming from the book the boy was holding as the children burst forward. At this point neither Aoshi nor Zelgadis were going to find anything surprising any more! Amelia moved forward to protect the children and Misao materialized from seemingly out of nowhere to take a stand next to Amelia.

Aoshi wordlessly stopped Misao from launching herself forward to protect the children by placing a firm hand on her shoulder. Zel tried to do the same but he and Amelia didn't have the kind of bond that apparently Misao and Aoshi shared so he actually had to tell her to wait and let the kids handle it for now.

"Nicholas! We care about you!" Jason called out above the howling magical wind that Nicholas' dark power was creating.

"We used to be like you! We thought nobody cared!" Jason yelled above the howling wind and his words seemed to be affecting him because the older boy's features softened. That's when Kim decided to jump in.

"But we we're wrong and now we want to be you're friends! Believe us Nicholas! Believe us…" she added fervently in that same pleading tone that had softened Zelgadis twice. The boy's resolve wavered as everyone watched with bated breath. The book he was holding was shrieking at him not to listen!

"I…I…I believe you!" the boy said suddenly as a tear rolled down his cheek and began struggling to close the shrieking book. Zel and Aoshi moved forward then to help the boy with the recalcitrant book. They slammed the book on the ground and it surprised both Zel and Aoshi how much of a fight the thing was putting up.

"Quick Amelia! A binding spell!" Zel called out to his companion as both she and Misao rushed towards them with the care bears closely in tow. Immediately both he and Amelia began chanting the words for the binding spell as Misao joined Nicholas and Aoshi in holding the book down. Their hands glowed and the book shrieked one last time before the lock was welded shut by the spell. A great cheer erupted from the bears and the children as Nicholas expressed his deepest gratitude and went over to hug and thank Kim and Jason for their faith and their caring.

"Glad to see you're all right Amelia!" Zelgadis finally said with a relieved smile on his face. She smiled brightly and cheerfully

"I'm glad to see you're ok too Mr. Zelgadis!" she greeted in return he smiled and turned to introduce her to his new friend but at the moment Aoshi was very _busy_ greeting his wife and it didn't look like they were coming up for air anytime soon! He shook his head and the turned back to see Amelia blushing and giggling…

"I guess that must be her husband Aoshi!" Amelia pointed out cheerfully as the two of them stepped away from the kissing couple. Zel just nodded and he smirked in amusement as a pink bear with two pink and red overlapping hearts on his white belly pointed out how nice it was that Aoshi and Misao were together again so they could share their feelings.

'I'll bet that's not the only thing he wants to share with her,' Zel thought mischievously as Amelia informed him that the bear that made the comment was aptly named Love-a-lot Bear! Sooner than he would've expected Aoshi and Misao joined them and they quickly exchanged a few introductions then watched in awe as the overcast sky suddenly cleared and the torn carnival became bright and whole again almost instantly. The adults that had disappeared magically reappeared next to their children who were no longer under the influence of the evil spell and were happy normal children again.

"Oh! I almost forgot!" Wish Bear exclaimed jolting everyone out of their reverie.

"What is it Wish Bear?" Tender Heart asked as everyone turned expectantly towards the blue-green bear with a heart and a shooting star on its white belly.

"Just before the cloud quake hit; I spotted parents for Kim and Jason headed for the orphanage!" Wish Bear answered happily. Everyone cheered and clapped and hugged Kim and Jason. Nicholas volunteered to accompany Kim and Jason back to the orphanage and Zelgadis and Aoshi were invited back to Care-a-lot so they could remain there until the Care Bears could figure out how to get them back home.

* * *

Zelgadis look around Care-a-lot and he still couldn't believe his eyes!

"How can this place be so fluffy and white?" he wondered incredulously Amelia giggled.

"It's not all white Mr. Zelgadis!" she countered laughing happily he rolled his eyes. There was way more "pink" in this place than he was comfortable with! He cast a quick glance at Aoshi. He was sitting comfortably against a rainbow with his wife nestled in his arms. They had hardly said two words to each other instead they had been "sharing their feelings" mostly by making out! Zelgadis rolled his eyes again.

'How can someone as tough as Aoshi have such huge soft spot?' Zel asked himself for the millionth time since he had met Aoshi's overly cheerful wife! He shook his head.

"What is it Mr. Zelgadis?" Amelia asked noticing his discomfort…

"This place is too cheerful! It's giving me the creeps!" Zelgadis answered gruffly Amelia laughed but before she could reply Misao came up to her and pulled her towards the bears who were doing their usual singing and dancing. He sighed and shook his head again then walked over to where Aoshi was sitting. The big man shifted a little as a silent invitation for Zel to sit next to him. They watched in silence for a while as the girls and the bears sang and danced together.

"I don't get it…" Zelgadis began confused,

"Don't get what Zelgadis?" Aoshi replied calmly.

"How can you and her even be compatible? You're so…_different_!" Zelgadis asked truly mystified. Aoshi watched him for a moment looked back at Amelia and Misao then back at Zelgadis.

"You mean: how could someone who is so much like you fall in love with someone who's so much like Amelia? Or for that matter fall in love at all!" Aoshi countered shrewdly leveling Zelgadis with a calculating stare. Zel smirked; he should've known this guy would read his real meaning!

"Zelgadis, men like us often make the mistake of assuming strength comes only from weapons or special powers and our ability to suppress all emotion," he paused considering how to proceed.

"But consider Misao for example. She has led a life filled with hardships: her father – a respected and powerful ninja – was killed during a mission, her mother – a beautiful and kind woman – was brutally murdered before her eyes when we were very young…" he paused; pain andsorrow reflected in his eyes. Zelgadis was shocked speechless he would never have guessed that about her!

"The person she loved the most betrayed her and everything she believed in to become a demon of vengeance! Leaving her to assume the responsibility of the leadership of our clan at the age of sixteen with hardly any training or warning," he added the guilt and sorrow in his voice making Zelgadis that much more intrigued. He watched quietly waiting for Aoshi to continue.

"But despite all that she remained exactly as she is now! Not because she's stupid or ditzy and doesn't understand what's happening but because she's strong enough to risk breaking her heart because she firmly believes the reward is worth it! I suspect it is the same with Ms. Amelia," he concluded his eyes glowed with pride as he watched his wife dance around the playground.

"When you put it that way it makes guys like us look like cowards…" Zelgadis replied softly Aoshi was giving him much to think about then turned once more to Aoshi.

"It was you!" Zel realized suddenly Aoshi nodded a flicker guilt shot across his face and he told Zel the whole sad tale of how his friends died and the rematch that had very nearly cost him his soul.

"Misao has been our leader now for three years and she does a great job!" Aoshi declared prideful "and she would've sacrificed her entire life just to help me stave off the darkness I was mired in! I was coward; I was willing to stay trapped in guilt and self-loathing rather than take the risk of having my heart broken. What I would've lost with that attitude is not a price I was willing to pay," he explained and Zel was surprised by the little smile that appeared in his stoic new friend's face. Self-loathing; now there was a concept Zel could understand! He and Aoshi were more alike than he thought…

"So what made you change your mind?" Zel asked cautiously but he had a feeling he already knew the answer.

"I was lucky enough to have a good teacher and some new friends who were kind enough to hit me with the facts and make me open my eyes!" he replied with a bemused smile. There was a flash of light in the distance and the familiar form of his foreign language teacher Mrs. Kate materialized in the distance. Aoshi knew instantly she had come for them and stood up as Misao waved him over. Zel got up too…

"Misao loves me for who I am. She accepts me just as I am, it's a gift I would've been a fool to waste," he concluded solemnly. Zel nodded his eyes fixed on Amelia. He wouldn't say he was in love with the girl because he didn't think he'd known her long enough for that but he had to admit it was nice to be able to talk to someone who listened without passing judgment on his every word and action.

It was nice to be able to talk to someone who could see the man behind the chimera. He couldn't deny that his heart had been ripped apart by rage and sorrow when Phibrizzo had killed her. Holding her lifeless body in his arms had been almost too much for him to endure. He could understand how Aoshi could've become a demon of vengeance at losing his friends he too had come close to that precipice many times but pulled back by the faith and companionship of his friends.

"Something to think about…" Zel replied seriously he looked up at his new friend and extended his hand. Aoshi took it and shook it firmly.

"It was good knowing you Aoshi!" he added sincerely. Aoshi bowed his head slightly.

"Likewise Zelgadis," he replied. Then turned to smile at his wife and the two hurried towards the group. Amelia and Misao exchanged sad goodbyes and expressed their hopes in seeing each other again. Alas, it would not be possible Mrs. Kate explained that powerful magic; like the magic that accidentally brought them here was forbidden on their world by the Guardian of the Universe. She informed them that it was her duty to uphold the rulings of the Great Guardian. Misao and Aoshi's memory of these events would be erased to protect them and their world. None of them liked that…

"But Mrs. Kate! I don't want to forget my new friends!" Misao whined. Aoshi frowned and cast a quick glance at Zelgadis who was obviously not happy by this development. Secret Bear tugged at Mrs. Kate's skirt and whispered something in her ear she smiled sadly,

"No Secret Bear not even if they promise to keep it a secret!" she sighed "you see, there are beings of such great power out there that could easily break through any mortal's mental defense no matter how strong that mortal is and should any of the items hidden on their world – like the item that brought them here – were to fall into their hands it would be the end of all existence!" she explained patiently with a touch of weariness and sorrow in her voice.

Aoshi and Misao looked at each other and smiled. Being ninjas they understood perfectly the heavy price you pay when you keep secrets. They had a new life ahead of them and they understood that Mrs. Kate was just trying to relieve them of the burden this secret would be on them and the danger it would present to their future. Aoshi wrapped his arms around his wife and turned to his teacher.

"Ok Mrs. Kate let's go…" Aoshi intoned solemnly the old woman smiled she raised her hand and magical swirls of silver light slowly enveloped the pair. Amelia and the care bears all called out their goodbyes promising that they would remember for them. Aoshi and Misao each raised a hand to wave goodbye before the magic completely surrounded. Once they were gone Amelia stepped up to Mrs. Kate.

"So what's going to happen to them now?" she asked curious and a bit sad to see her new friend go.

"What do you think? They lived happily ever after of course!" the old woman replied cheerfully. Zelgadis laughed and everyone turned to him surprised by his reaction.

"Don't worry Amelia! Aoshi will take good care of his gift!" he added stepping forward and placing a reassuring hand on Amelia's shoulder she gave him a confused look at his mysterious comment.

"I'll explain later," he promised giving her a reassuring smile he turned to ask the old woman if she knew a way to get them back to their world but she was gone!

"Where did she go?" Amelia asked surprised by the old timer's sudden disappearance. They looked around but it was quite obvious that she wasn't hiding anywhere. That long dark gray skirt and matching petticoat would easily give her away in such a white background! Zel just shrugged it just meant they'd have to figure out a way home on their own. Nothing new…

"Oh, Kate always comes and goes like that!" Tender Heart explained the other bears agreed…

"You guys know her?" Amelia asked caught off guard by Tender Heart's admission.

"Oh yeah! She comes to hear us sing!" Cheer Bear added gleefully. Amelia giggled and just like that she was back to being her cheerful happy self. Zel smiled as Amelia scampered off to sing and dance with the Care Bears then looked back towards where Aoshi and Misao had disappeared. His mind replayed his conversation with Aoshi.

"Something to think about…" he repeated softly and walked back towards Amelia and the Care Bears

* * *

Well, Part 2 will have no ninjas in it but just as much silliness and seriousness along with a major power boost for Zelgadis. TTFN!

Thanks for reading and reviewing!


	3. Intermission

**The magic Of Care-a-lot**

**Disclaimer:** I do not own: Rurouni Kenshin, Slayers, Yu-gi-oh, Stargate SG-1 or the Care Bears Movies. Though I confess to owning a couple of DVD movies and I might have owned a bear or two at some point in my life…I was always partial to Tender Heart!

**

* * *

**

**Intermission:**

Okon woke from her short nap feeling more refreshed and rested than she'd felt in weeks. Aoshi and Misao's wedding preparations had really taken it out of her! Well, of everyone in the Aoiya really but the post party clean-up was finally done which meant she could go spend some time with Master Hiko. She sighed dreamily and got up.

"Wonder where everyone is?" she said to her empty room then her highly trained Oniwaban hearing picked up the familiar sound of rapidly accelerating breathing coming from the direction of Misao's room. She rolled her eyes.

"Sheesh, they're at it again!" she laughed softly and stepped out to the hallway to head to the kitchen and get dinner started. Sure enough there they were sitting at the door to Misao's room making out like it was the end of the world or something! Mrs. Kate was coming back from accompanying Megumi to the train station. The old woman cleared her throat loudly and paused at the door to her room (which is next to Misao's),

"Aoshi child, you **_are_** married to her you **_can_** go inside her room and close the door behind you!" the old timer explained patiently amusement shining in her eyes. Aoshi looked up and blinked hard, they both did and looked around as though they had expected to be elsewhere. The old woman smiled happily and went into her room.

'Wow! Were they really that into it?' Okon thought amazed at their new ability to forget where they were when they kissed. However at the same time it awoke the romantic girl in her and she sighed. She really could understand though they had been apart from each other almost the whole month of their engagement. Aoshi had received a special offer for a very lucrative short term translation assignment in Tokyo working for the German embassy substituting for their translator who was on assignment in China.

Since they had intended to expand the Aoiya to accommodate the new family the money they had offered would help pay for the acquisition of the new property and the remodeling on the Aoiya that would be required. So after a short but serious discussion the two of them had agreed that Aoshi should go to Tokyo and take the job. Misao would stay behind and negotiate (with the help of some of Saito's old friends) the purchase of the property next door as well as attend to the preparations for the wedding.

Misao had gone with him the first two days so she could give Kenshin and Kaoru the news in person but had come back to take care of her responsibilities. They had been engaged for less than a week before they were separated! But Misao had trucked on with the relentlessly stubborn and cheerful energy that only Misao could muster. Never once showing how lonely she felt or the little fear that had haunted her on those many lonely nights; the fear that Aoshi would change his mind and simply disappear again.

"Geez! You would think you hadn't seen each other in weeks!" Okon bantered Misao rolled her eyes but didn't rise to the bait. Aoshi picked up his wife and carried her all the way inside the room.

"Excuse us we have some packing to do," Aoshi calmly replied as he slid the door closed behind them. Okon rolled her eyes in amusement. She knew very well that Misao had done the packing for their honeymoon weeks ago! She heard Misao giggle happily and Okon just shook her head joyfully doing a quick mental calculation of approximately when their first baby would come along if Misao got pregnant within the next few days. Mrs. Kate emerged from her room and caught up with her as she headed down the hallway.

"Hello Okon, are you headed down to the kitchen to get dinner started?" she asked as she tied on a simple white apron over her white shirt and long gray skirt. Okon knew what that meant! It meant Mrs. Kate wanted to practice her Japanese cooking and Okon was more than happy to let her. The old woman was a genius when it came to cooking! Some of the best authentic Japanese dishes (including some very rare and difficult to prepare delicacies!) she had ever eaten had come from that old woman's supremely skilled hands. She smiled looking forward to tonight's dinner!

"Yes! But Mrs. Kate you should really take off that pretty bracelet before we get started!" Okon remarked noticing the beautiful shinning silver bracelet as they made their way down the stairs. The old woman paused and looked at her left wrist in surprise.

"Of course! How silly of me! It's a worthless trinket really with nothing more than sentimental value but I wouldn't want it to be damaged!" she explained turning to go back up to her room.

"Sentimental value?" Okon repeated incredulous. The beautifully and delicately crafted silver bracelet didn't look like it was worthless. Mrs. Kate simply looked at her and smiled…

"Yes dear! It reminds me of how good it is to have friends and share your feelings…" she replied with a mysteriously amused smile as she turned towards her room. This would be the last time any human would ever lay eyes on the bracelet. It would be nearly two-hundred before Mrs. Kate ever showed it to anyone on earth again…

* * *

Ok, intermission over… Just had to show a little of what happened to Aoshi and Misao after they returned from their little adventure in Care-a-lot! 

The second part will take place during the second Care Bears movie and it will be strictly Zelgadiss and Amelia and takes place at a summer camp! I titled it: **Proof that camping is evil! **

Because camping is EVIL! Well, at least the camping that was inflicted upon me was pure evil. What's worse I was forced to smile and pretend I was having a good time for **_TWO WHOLE MISERABLY ABOMINABLE WEEKS!_**

I was twelve… Camping is evil… End of story.

**Treefairy:** I am ever so happy that you liked my little journey to Care-a-lot so far but please don't pass out on me yet! I need you to tell me if you like the ending to this fairytale in chapter two!

**Maddy02:** You know I was going for overly sappy, ridiculous and so sugary you need to brush your teeth afterwards! I am happy that I hit all the marks! I'm just amazed that I was actually able to keep everyone somewhat in character! It's a shocking revelation really! As for dying of cuteness I am happy to inform you that it is not possible. You see I submitted myself to an experiment when my son first received the Care Bear movies. He became obsessed with them and watched them for three days straight! I watched too… No, you can't die from excessive cuteness but if you ask my buddy JRhaye she'll confirm that it does do permanent damage when overexposed to it! Better yet just check out the reviews I've left on her "…Life and Lemonade" story and you'll see what I mean!

Thanks for reading and reviewing!


	4. Part 2: Proof that camping is evil!

**The magic Of Care-a-lot**

**Disclaimer: **I do not own: Rurouni Kenshin, Slayers or the Care Bears Movies. Though I confess to owning a couple of DVD movies and I might have owned a bear or two at some point in my life…I was always partial to Tender Heart!

* * *

**Part 2: Proof that camping is evil!**

* * *

Zel smiled as Amelia scampered off to sing and dance with the Care Bears then looked back towards where Aoshi and Misao had disappeared. His mind replayed his conversation with Aoshi.

"Something to think about…" he repeated softly and walked back towards Amelia and the Care Bears. As he approached the group he heard a strange gong-like sound that stopped all the activity and made everyone turn to look at the heart-shaped clock that Zelgadis had been informed was the Caring Meter. The arrow went crazy spinning wildly. Zel wondered if it was supposed to do that but as he cast a quick glance at the Care Bears and saw the confused looks they were giving each other he concluded that it was not.

"What's going on?" he asked Amelia but she shook her head she turned to repeat the question to Tender Heart when a boy in a red jumpsuit, matching ball cap and safety goggles suddenly materialized out of nowhere carrying a toolbox. Everyone turned to look at him as he waved cheerfully and approached.

"Hi there! I'm the Caring Meter reader! I've come to check you're Caring Meter!" he cheerfully greeted. The little care bears ever the trusting types just cheerfully greeted him and pulled him towards the Caring Meter. Amelia frowned and didn't follow the bears right away she crossed her arms and gave the newcomer a shrewd calculating stare.

"Ok that seems like too much coincidence…" she began softly. Zel laughed making a mental note that he wasn't the only one being influenced by their friendship.

"That sounds like something I would say!" Zel replied amused but he agreed the repairman's timing was a little too perfect and it had seemed that the bears had never seen him before. He shared with Amelia the recon information Aoshi had gathered. He had mentioned there were two other children aside from Nicholas causing disturbances on earth. One was a girl called Kristy and the other was supposed to be another boy but Aoshi had been unable to identify him.

"Oh! Do you think this boy might be the one Mr. Aoshi was talking about?" Amelia whispered conspiratorially Zel just nodded.

"It's very likely…" Zelgadis replied softly. The two of them decided they'd check what the alleged caring meter reader was up to but by the time they reached the caring meter he was done! The arrow went completely dead all the bears looked at it in confusion.

"There! All done!" the boy cheerfully announced as he put a giant wrench back in his bag and slammed the control panel shut.

"Don't worry it'll start up again as soon as it cools off! So in the meantime… Who's up for some games!" the boy called out cheerfully. With their paws in the air all the bears gleefully exclaimed their willingness to participate. Zelgadis and Amelia exchanged a suspicious glance. After a quick conference Amelia set forward to participate in the Meter Reader's so called games. She agreed to surreptitiously sabotage any evil intentions while Zelgadis kept an eye out for outside threats (in case the boy was a distraction!) and be ready to step in should the need arise.

It turned out that the boy's intentions seemed to be to try and kidnap the innocent and trusting Care Bears while they were distracted by the games. It was no trouble for Amelia to sabotage his clumsy attempts. At one point during a hide and seek game she set a few tiny wind elementals to pester him and chase him around. As he was trying to get away from them he tripped and fell onto a rainbow slide and with a little push from her magic he was launched off the end of the slide and landed heavily on one end of the seesaw!

The bear that was on the opposite end was launched up and when it came back down the bear launched the boy high up into the air! He flew through one of the open windows and landed on a metal tray with a heavy thud. As the boy flew through the air Zel did a quick calculation of the boy's landing site and rushed into the castle. The Meter Reader's forward momentum did not slow with the impact and he slid forward to crash right thru a giant cake that Birthday Bear had just finished putting the last touches on.

But the fresh cake was not heavy enough to slow the meter reader's momentum and as he came out of the other side of the cake he launched off the end of the table and splashed into a very large punch bowl on a rolling cart that Zelgadis had strategically moved into position as he raced into the castle to see the Meter Reader's flight. The punch bowl raced to the other side of the kitchen then spiraled down a slide that led from the kitchen to the dining hall. He rolled out through the front gate dumping boy, tray and punch all over the entrance as it flew over the steps at the entrance and flipped over.

"Caring Meter Reader! Are you all right!" Tender Heart exclaimed worriedly as the other bears crowded around the boy. Amelia joined Zelgadis at the castle entrance as the two shared a conspiratorial smile. Amelia covered her mouth and suppressed a giggle…

"Maybe we should give him a hug!" suggested Harmony Bear and the other bears muttered their wholehearted agreements. The bears stepped back suddenly as an evil angry growl rumbled out of the boy's throat.

"STAY AWAY FROM ME! KEEP YOUR KINDNESS AND AFFECTIONS TO YOUR SELVES! ARRRRGH!" he growled as his eyes began to glow red and the Care Bears stepped back fearfully. Amelia and Zelgadis stepped forward ready to protect them. Magical dark clouds started swirling around the boy as he turned into a giant gray gas cloud with red glowing eyes. Zel shook his head between talking books and shape-shifting clouds this world was getting weirder and weirder. The "cloud" rumbled threats at the Care Bears as Amelia and Zel contemplated how in the world they were going to fight it! Just then a new group joined them…

"Not so fast Dark Heart!" dramatically declared a pale yellow bear with a rainbow colored star on its white belly. Behind that bear there was a group of other critters similar to the Care Bears in that they had cutesy symbols on their white bellies but instead of bears they were everything else! There was an orange lion, a blue penguin, a pink elephant, a yellow cat, a blue rabbit and so on. Tender Heart and the other bears rushed to join them and holding hands they all lined up to face the newly identified "cloud" as thunder clouds gathered around it!

"You'll have to get through us first!" added dramatically a purple horse with a rainbow colored heart on its white belly. Amelia cheered and Zel rolled his eyes as the two stepped back allowing the little bears and their "cousins" to take control of the situation for now. Dark Heart growled angrily threatening with equal malice the new arrivals concentrating on the bear and the horse who had spoken to him first. The horse and the pale yellow bear stared Dark Heart down and called out the order to their "troops".

"Care Bears!"

"Care Cousins!"

"Stare!"

"Call!"

As one all the little critters fired their shafts of light from their white bellies. Dark Heart growled in pain as their good magic assaulted him. Amelia cheered loudly for the Care Bears and their Cousins. Zelgadis watched it all impassively deciding that nothing this world threw at him was going to surprise him anymore! Dark Heart shrieked one last time before retreating promising to finish the battle at a later time. Zelgadis watched the creature disappear into the distance as the thunder clouds that had built around Carealot dissipated.

His instincts told him that something was wrong. The battle seemed to have ended a little too quickly. The bears and cousins gathered round to cheerfully greet each other and shared all the information they had on their recent goings on. It turned out that the Cousins were assigned to find out what was causing the turmoil at the summer camp near the carnival but were unable to locate its source until it was too late and Dark Heart was already on his way to Carealot.

After a cheerful but thankfully brief round of introductions Zelgadis shared what information Aoshi had been able to gather in their previous confrontation with Nicholas and the evil book. He also shared his suspicions about what had just occurred. It was decided then that True Heart Bear, Noble Heart Horse and Zelgadis would follow Dark Heart and find out what he was really up to and defeat him if possible. Amelia would stay behind with the bears and find a way to reverse the damage Dark Heart's influence was having on the children in camp.

"Be careful Amelia he may try again before we catch him," Zelgadis advised softly as the bears and cousins exchanged heart felt goodbyes. She smiled at him…

"You too Mr. Zelgadis! Take good care of your self!" she returned that cheerful smile of hers melting just a little more of that ice he tried to keep his heart buried under. True Heart called to him as they boarded a fluffy white boat.

"Why does everything always have to be so fluffy!" he grumbled as he too boarded the way-too-cutesy-for-my-tastes ship and Amelia just giggled. The Care Family gathered at the dock to wave goodbye and call out their "I love you-s" to True Heart and Noble Heart as the ship set sail through the clouds in search of Dark Heart. Amelia jumped and waved cheerfully calling out to him as the ship flew away. Without realizing it he raised his arm and waved back…

* * *

"She's rather special isn't she?" Noble Heart commented as Zel joined them on the bridge watching Carealot dwindle in the distance.

"Yes, she's a princess," came his automatic response. It was the phrase he always used to remind himself of his place and put a firm respectful distance between himself – the cold-hearted chimera; grandson of the fallen priest – and the cheerful, kind _princess_ of Seyruun on those few occasions when his thoughts had unwittingly _drifted_ to less then deferential ideas!

"Titles don't make us who we are! Only what's in our hearts can do that!" Noble Heart countered wisely.

"Noble Heart's right! And you have a great heart Zelgadis! You should allow your friends to see it every now and then! You'll be surprised how good it feels!" True Heart put in as she joined them.

"Easy for you to say…you weren't cursed by your own grandfather into a body made of stone and leather with a head full of sharp metal hair!" Zelgadis snapped back trying not to feel sorry for him self. True Heart and Noble Heart just smiled patiently at him.

"What's on the outside doesn't matter to the people that care about you only what's in your heart!" True Heart countered.

"And she does care Zelgadis and so do you!" added Noble Heart. Zelgadis cast a suspicious glance their way and they just smiled back at him.

"Open your heart! She needs a friend like you and you need a friend like her!" True Heart advised still smiling patiently.

"Friendship is the way all the best things in life start!" Noble Heart concluded in a soft paternal tone. Zelgadis shook his head but smiled. He concluded that friendship he could handle. Being a friend would be safe… yes a friend he could continue to be! A somewhat distant friend but a friend none the less… Before he could open his mouth to say so True Heart spotted something…

"Look over there! I think it's him! It's Dark Heart!" True Heart exclaimed rushing to the steering wheel and turning it in the direction the dark spot in the distance was heading to. Zelgadis summoned a gust of wind to fill the sails and push them faster towards Dark Heart. The sooner they confronted Dark Heart the better off they would be! The two Care Leaders with him cheered loudly and Zelgadis just couldn't help feeling pleased with him self.

The ship finally reached a dark and shadowy place that made both leaders uneasy. Zel on the other hand felt a little more comfortable here. It was dark and creepy just the way he liked it! He didn't wait for the rainbow plank and just vaulted off the ship landing gracefully on the shore. For a moment he wished Gourry or Aoshi were there but shook it off. He was sure he wouldn't need back up! He could take Dark Heart on his own…

"There he goes!" Zel shouted as True Heart and Noble Heart bounded off the ship using the rainbow. He spotted the shadowy form of Dark Heart scurrying into a tunnel.

"I think we can cut him off this way!" Zel pointed to a tunnel entrance nearby.

"Lead the way Zelgadis!" True Heart enthused followed by an equally enthusiastic Noble Heart. Zel smirked pleased with him self and rushed into the tunnel careful not to leave them behind. Sure enough as they trekked through the tunnel True Heart and Noble Heart immediately sensed the approach of Dark Heart. They let Zel know and he motioned them both to hide so they could set up an ambush.

Zel slunk carefully into a shadowed corner as did True Heart and Noble Heart on either side of the tunnel. He worried at first about True Heart and Noble Heart not being able to conceal their presence very well. They kind of stood out in this environment! But he figured he could use it to his advantage. Dark Heart's gaseous form flitted hurriedly past their hiding places without registering them. Zel thought that was odd but didn't have time to ponder it as the two Care Leaders jumped out of their hiding places to meet Dark Heart head on!

"True Heart now!" shouted Noble Heart. Zel jumped out of his spot and prepared to shoot of a freezing spell but stopped 'that's not him!' he realized with shock.

"That's not Dark Heart! It's his shadow!" Noble Heart voiced Zelgadis' realization.

"Oh no! We've been tricked into leaving the cubs all alone!" True Heart's voice trembled with fear.

"Come on we have to get back!" Zelgadis commanded as he turned and hurried back to the ship. He hoped Amelia took his advice and watched her back.

'She'll be alright!' he told himself firmly not wanting to think of what might happen if she wasn't. He reached the ship before the two leaders whom he realized by True Heart's comment were not just the leaders but the parental figures of the bears and their cousins. They boarded the ship and again he used his magic to propel the ship faster. A sudden jolt of speed knocked almost every one off their feet! Zel managed to catch himself on the railing and went over to help True Heart and Noble Heart to their feet.

"I'm sorry! I don't understand why the spell did that! I didn't cast it any different than before," he explained apologetically.

"This ship responds to our feelings! We are all worried for the ones we care about so it wants to go faster!" Noble Heart explained in a reassuring tone.

"When you cast your spell it had a different effect because you're worried about your friend too! That's all!" True Heart added smiling at him.

"Ah, I see," Zel replied softly deciding he wouldn't read too much into it…

* * *

'Oh, Mr. Zelgadis is going to be so disappointed,' Amelia thought worriedly as she tried to look around her very small confinement. She and all of the Care Bears and Care Cousins were currently captives of Dark Heart! He had them locked in tiny little cells that impeded any kind of movement. They were cramped in so tight Amelia couldn't risk shooting off a spell or they would all get hurt by it!

"Don't worry we'll find a way out!" she assured her little cell mates. Tender Heart, Grumpy Bear and Brave Heart were in the cell next to her and agreed with her immediately. They, along with Amelia, had been the last to get captured. It turned out that Kristy – one of the children at the summer camp – was working for Dark Heart and she lured the Care Bears and their Cousins one by one to traps that Dark Heart had set up for them. By the time they figured out what was going on very few of them were left.

Amelia had come along of course to try and rescue the others. She had been confident that she would be able to take Dark Heart if he showed himself but was surprised that the creature popped up out of nowhere, snapped its fingers and now here they were! She had totally underestimated Dark Heart and now everyone was in danger of who knew what torture!

'All because I got distracted and carried away in all the joy and caring! I really need to hang out with Mr. Zelgadis more! He would've never fallen for such a simple trap! A crusader for justice must always be on her guard!' Amelia lectured herself. Brave Heart let out a low whistle and a little heart and a star buddy floated into the cave where their cages were. Quietly the star buddy set to work on undoing the lock in Brave Heart's cage. The work was long and difficult and when finally the cute little critter managed to open the cage the appendage it had been using for the task was all bent out of shape and the little star was exhausted!

"Oh no! Little Star buddy can't do all the cages!" Amelia noted seriously reaching her arm through the bars to pick up the little star and do a healing spell on it.

"You're right! We'll go get the key from Dark Heart!" Brave Heart announced trying to keep his voice down to a whisper. Amelia nodded as she set to work mending the little star buddy. Tender Heart, Grumpy Bear and Brave Heart snuck away towards Dark Heart's private chamber.

"Do you think Noble Heart, True Heart and Zelgadis will make it back in time?" Harmony Bear whispered fearfully as Amelia worked her healing magic on the star buddy. Amelia opened her mouth to answer but she stopped. For a moment she envisioned Zelgadis injured or worse! She shook off that dark thought…

"Yes! I bet they'll show up just in the nick of time too!" she declared confidently. "Mr. Zelgadis is very strong and very fast! He is very smart too! He'll be here soon I know it!" she added feeling buoyed by the knowledge that Mr. Zelgadis would soon figure out the ruse and come right back! She was certain he wouldn't let his guard down but with this thought she felt the slight sting of embarrassment again at being hoodwinked by Dark Heart!

"Do you think Dawn and John managed to convince Kristy to stop working for Dark Heart?" Harmony Bear asked but Amelia's cheerful assertions had banished the fear in not just Harmony Bear but the rest of the Care Family. In all the confusion however Amelia had forgotten about the twins!

John and Dawn were good friends of the Care Bears and they were the only people who could understand Kristy and make her listen to reason. But she never got a chance to answer because a whirl of Dark Heart's magic swept through the chamber then and transported everyone to Dark Heart's throne room! This time as they materialized Amelia was ready!

"_ELMEKIA LANCE!" _Amelia shouted but Dark Heart teleported away an instant before her powerful spell shredded the throne he'd just been sitting on! Realizing the danger he was in Dark Heart snapped his fingers and every single Care Bear and Care Cousin dematerialized again. Amelia didn't get another chance to cast a spell as she too was swept away in Dark Heart's magic…

* * *

Zelgadis and the Care Leaders arrived at a vandalized summer camp. Zelgadis took in his surroundings with a sense of déjà vu…

'Now this looks familiar…' he thought in annoyance as he followed True Heart and Noble Heart through the camp casting a quick annoyed glance at the overcast night sky. The carnival had looked just like this too. He could safely assume that there would be no adults in the area and there would be a bunch of psychotic little misbehaving kids. He rolled his eyes as a pair of boys flashed past them and predictably tore down a banner announcing some happy gathering. Then they laughed at their mischief and ran off. He shook his head annoyed.

"Look there's John and Dawn!" True Heart pointed at a pair of almost identical children heading into what looked like the main building of the summer camp. There was another child with them. It was a girl who looked taller and older than the other twins but not by much.

"And that must be Kristy!" Noble Heart added as the three began to move in the direction the children were going. They entered the building and found another door just inside the cabin. Zelgadis took a moment to examine it.

"It's an entrance to a pocket dimension…" he explained "It's got to be a trap though. He already tricked us once!" he pointed out obviously not happy with the fact he'd been tricked and that they'd returned to Carealot only to learn from Grams Bear and Baby Hugs and Baby Tugs that all the bears and cousins had been captured. Worst was the knowledge that Dark Heart was powerful enough to capture Amelia! He had underestimated Dark Heart he would not do so again…

"But what choice do we have?" True Heart reasoned as she made for the door.

"We have to go in!" Zel agreed and went in with True Heart and Noble Heart right behind him.

'He must've caught her off guard!' he thought with his senses in full alert as they cautiously made their way in 'I hope she's alright…'

He heard the children's screams from down the hall and the three ran towards the sound…

* * *

He quickly scanned the room as they arrived at the location the screams were coming from. It looked like it was once a throne room but had recently sustained quite a bit of damage. It seemed to have only one way in or out and that was the door Zelgadis and the care leaders had just used. The large gas cloud that was Dark Heart floated overhead. The three children ran towards Zelgadis and the Care Leaders.

'Amelia's handiwork no doubt!' he thought as he took in the shredded throne and drapery in the back of the room. There was a large chandelier at the top of the room and some treasure chests lining the side of the room but not much else. He wasn't surprised that Amelia had put up a fight. But it worried him that she had obviously not won and was nowhere in sight.

"Where is she!" he demanded angrily glaring up at Dark Heart's gaseous form. Zelgadis planted himself at the front of the Care Leaders and pushed the children behind him.

"He froze them in the chandelier!" Kristy answered for him.

"Release them!" Zelgadis ordered as he readied his spell. Kristy moved forward and stood next to him Noble Heart admonishing her to stay away.

"Stop this Dark Heart! Free them!" she pleaded desperately.

"We have concluded our bargain so I'm allowing you to leave Kristy!" Dark Heart replied ominously. Zelgadis put himself in between Dark Heart and the girl.

"I know you don't want to do this!" Kristy implored. Dark Heart hesitated and Zelgadis furrowed his brow in confusion. His last adventure with the Care Bears had ended with a child stopping the emotion stealing psycho and as Kristy made Dark Heart hesitate he wondered if the same might happen here. He thought it entirely possible given the similarities he'd already observed between both situations.

"Get out of here Kristy!" Zelgadis ordered.

"Do as he says Kristy or I will take back all that I have given you," Dark Heart threatened in his dark ominous tone. The girl resolutely stepped forward shaking her head. Tired of being always picked on in camp she had struck a bargain with Dark Heart. He had magically bestowed upon her the ability to win at every sport or game but in return she would have to grant him a favor at the right time. When the time came he forced her through their deal to assist him in capturing the Care Bears and their Cousins.

"So be it!" he intoned angrily. Zelgadis stepped in front of the girl to shield her as a bright flash of light illuminated the room in bright red for a moment.

"There! You are back to the way you were! The camp loser!" he laughed evilly.

"Ok! So what! I helped you do this! I'm going to help stop you!" she retorted proudly trying to push past Zelgadis. Dark Heart seemed to recoil at the idea of harming Kristy and Zelgadis was surprised to see him hesitate yet again.

"You saved my life Kristy! Now run and save your self! GO!" he yelled desperately and suddenly a strange gust of wind lifted her away from the group. As soon as the girl was clear he began bombarding Zelgadis and the Care leaders with a storm of dark red lighting bolts and Zel barely had enough time to put up a magical shield. The twins dove for cover behind a large treasure chest near the entrance.

"True Heart now!" Noble Heart called out and the leaders fired their good magic at Dark Heart with very little effect. Kristy got up from the corner she had landed in and ran towards Dark Heart calling out to him to stop his barrage.

"Kristy don't!" Zelgadis yelled but couldn't move from under Dark Heart's barrage. The girl was hit full on by one of the bolts and she screamed as she went down. Zel was trapped under the barrage unable to counterattack because if he moved the rest of them would get hit too. Out of the corner of his eye Zel saw Kristy pull something out of her pocket which she flicked with her thumb towards a switch on the wall connected to the chandelier.

As he pondered what course of action to take the giant chandelier came crashing down and as it shattered all the Care bears and Care cousins were restored! Zel breathed a sigh of relief as Amelia stood up from where she had materialized after the crystal holding her shattered. She seemed a little dazed but otherwise she looked fine.

"Mr. Zelgadis!" she called out as the Care leaders quickly rallied there newly liberated troops and ordered them to fire. She looked around the room and saw Kristy on the ground surrounded by an eerie red glow. She got up and tried to navigate the lighting storm which had intensified at the release of Dark Heart's captives. Her instinct to want to help the fallen girl made her push through. Zelgadis realized that the storm was thickest where Kristy was and Amelia was going to be hit.

"Amelia! Watch out!" he yelled as he dropped his shield and raced towards her. He pushed her clear of Dark Heart's range but got hit with three bolts simultaneously. He heard Amelia screaming his name as he fell…

* * *

_SEE!_ Camping is evil I tell you! _EVIL! EVIL! ARRRRRGH!_

Alright, I'm ok now…really…

Ok now on to the thrilling conclusion! Tan! Tan! Taaaaaan!


	5. Part 3: Flying my colors!

**The magic Of Care-a-lot**

**Disclaimer: **I do not own: Rurouni Kenshin, Slayers or the Care Bears Movies. Though I confess to owning a couple of DVD movies and I might have owned a bear or two at some point in my life…I was always partial to Tender Heart!

* * *

**Part 3: Flying my colors!**

…**So that everyone can see isn't this a perfect way to introduce me!**

**You say that I'm different I'm special it's true! **

**Let the magic of my colors put its power on you!**

* * *

Zelgadis opened his eyes and found him self sitting at the side of a road on a low stone fence. He looked down to check on his belongings but found himself bereft of both his sword and his spell components. But what he found most amazing was his skin! He pulled his hands up close and examined them. 

"No leather or stone! Ha!" he laughed. He ran his fingers through his hair and laughed with joy. It was a simple act that most people took for granted but to him it meant he could be human again! He breathed in deeply the morning air and relished the ability to feel the textures of the stone on the fence and the simple cotton garb he was wearing.

"Yo Zel!" came the familiar and yet not so irritating anymore voice of Lina Inverse walking up the road. He smiled and waved as Lina, Gourry and Amelia made their way towards him.

"How's the new life coming along!" his big friend Gourry called out cheerfully. He hopped down from the fence and walked up to them. He just smiled.

"Where are you guys headed?" he asked amiably feeling unusually cheerful.

"…To New Sairaag! We heard some rumors of a gang attacking travelers on the main road there!" Amelia replied "And we are going to bring the mighty hammer of justice upon them!" she enthused. Zel laughed.

"And I'll get a big fat reward for it!" Lina cheered. Amelia rolled her eyes.

"Ms. Lina! The real reward will be that we bring justice to the victims and safety to the travelers of New Sairaag!" Amelia lectured proudly.

"Yeah! Yeah! Whatever! It's too bad you can't come with us!" Lina commented cheerfully dismissing Amelia's indignant protests about truth and justice. Zel looked confused.

"Why not?" he asked after all he had been a very good swordsman before he became a chimera. He could still take care of himself! Couldn't he?

"Mr. Zelgadis don't you remember?" Amelia asked guiltily. He shook his head. Amelia clamped up and looked away guiltily so it was Lina who answered.

"When that Dark Heart thing hit you he zapped away the Golem and the Brau demon but he also zapped away your magic! The bolts shattered both your arms the healers at the Seyruun palace tried their best but you can't carry a sword anymore. You were unconscious for days! I guess the blow must've been worse than we thought if your memory's been affected too!" Lina explained seriously. He just stared at her in horrified silence.

"You saved my life Mr. Zelgadis!" Amelia piped up but the guilt in her eyes zapped away the cheer she meant to give him.

"Can't be…It's a dream…" he whispered too horrified by this wrinkle in his new world. His friends shifted uncomfortably and Zel backed away. He was a proud man after all and the pity he was starting to see in there eyes was something he couldn't tolerate.

He turned away from them and ran towards a small cottage behind the fence he'd just been sitting on. He heard Amelia calling to him but Lina held her back. He slammed the door shut and realized with horror what a difficult task it was to lift the wooden plank that served as a dead bolt from the floor to the hooks on the side of the door.

"This can't be happening!" he shivered violently as he stared at his weakened hands with shock. He looked around the house and there was his sword on an ornamental mount on the wall. He went to it and tried to pull it off but it came crashing to the ground! His fingers were unable to grip it properly and his arms lacked the strength to keep it aloft.

"No!" he shook his head and ran towards the back of the small house. There was a small vegetable garden off to the side and a small barn with a small corral where six fluffy little sheep bounced around. He shook his head and ran back inside bolting the back door as well. He sat by the door shaking his head unwilling to accept what was happening to him.

"It can't be! It has to be a dream!" He tried to cast a spell but even the simplest ones were beyond him no matter how hard he tried. Amelia banged on the door and promised to return to see him soon. He didn't answer as he heard them walk away. Day turned into night more than once but with his knees drawn up to his chin and his arms wrapped around them tight the traumatized Zelgadis did not move from his spot. When morning came there was a short rap on the door and someone slid an envelope under it. Curiosity got the better of him eventually and he got up to look.

"No…" he whispered incredulous as he read the letter again and again. He dropped it on the ground and screamed. It was a short official missive informing him that Princess Amelia had died in the pursuit of justice at the gates of New Sairaag. Gourry Gabriev had perished alongside her and Lina Inverse was MIA. He continued to scream as he stared at his useless hands. He crumpled to the ground in front of the fireplace and curled up in a ball.

"What's the point!" he shrieked at the empty cabin. Bereft of his powers and unable to use his sword he was of no use to his friends. As a result he had not been there to protect them and they had died! What was the point of regaining his human form if he would have to live his life without them…without her! His front door suddenly exploded inward Zelgadis didn't bother to look up. If whoever was intruding wanted to kill him they were too late he was already dead…

Lina was carried in to Zelgadis' small abode unconscious and barely alive. She was deposited in front of Zelgadis. He looked up then astonished. A golem that looked much like him had placed her there. He stared in amazement as just behind him the large form of the Brau demon slithered in behind him. Zelgadis got up quickly to examine Lina but realized there was nothing he could. She would require powerful healing magic that he could no longer use.

"She was the only one we could save…" intoned the golem in a deep metallic voice.

"We didn't realize they were in danger until it was too late," the Brau demon hissed.

"Because you didn't tell us…You banished us…" the golem added.

"This is your fault!" the golem rumbled angrily. Zelgadis shook his head. He opened his mouth to deny it but stopped. He would be a hypocrite if he said so. He _had _wanted to be normal again after all.

"We gave you our power and protected you and everything you love! In return you gave us nothing but hatred," hissed the Brau angrily.

"What have I done?" he cried as he descended once more into absolute despair. He had traded one curse for an even worse one: To live an empty life without the carefree presence of Amelia and Gourry. Lina he was sure would feel the same if she survived. Her chest rose and fell unsteadily and finally it stopped. Zel held her hand until it grew completely cold and stiff. He screamed!

"This can't be happening! It's a nightmare! This can't be real!" he shouted to the empty room. He shut his eyes and screamed when he opened them again the house had vanished as well as Lina's dead body and everything became dark. From far away he could hear a faint chanting…

"What's happening?" he asked hoping that nightmare had been just that…a nightmare!

"We're in a parallel dimension created by Dark Heart where everything you fear and hate is materialized and trapped," the Brau explained.

"We can't leave here but you can because she cares about you," the golem added bitterly.

"We'll be trapped here by your hate!" the Brau hissed. Zelgadis shook his head. His heart wracked with indecision! On the one hand if he returned he could finally have what he wished but on the other he would be giving up the power he needed to protect that which he cherished most. The chanting was getting louder and he felt its magical tug. Fear suddenly gripped him!

"No! I can't leave without you!" he called out moving towards them.

"We can't leave because you hate us!" the Brau retorted bitterly. Zel looked up as a ray of light pierced down through the darkness. He looked up and he could see Amelia's face from where the light was coming and then it hit him! Yes he hated the way he looked but he loved the power. He got a kick when he saw the look on an attacker's face when they tried to stab him and the knife bounced off. He loved it when would-be sorcerers ambushed him on dark lonely roads and were easily blown away by his magic.

He selfishly enjoyed the thrill of the power they gave him and the fearful look second-rate punks cast him when he walked by. He had been a hypocrite this whole time! He hated hypocrites above all else. For a moment he thought about what Noble Heart and True Heart had been telling him on the ship and what Aoshi had told him not long ago…

He smiled suddenly understanding what he needed to do to free his…_friends_!

"Your right I did hate you! I was a hypocrite and I'm sorry! If you give me a second chance we can make this work! Besides Amelia cares about you too!" he smiled and extended his hands. He hadn't lied after all Amelia did like the way Zelgadis looks. She had said so when they first met. If he lost them he would lose a part of who he was and he was certain it would change the way Amelia regarded him. He couldn't accept that!

"I'm not leaving without you! You aren't just my power…your part of who I am! I won't sacrifice who I am!" he declared firmly. The only thing about him self that he wanted to stay trapped here was the selfish hypocrite that he had been. He resisted the pull of Amelia's and the Care family's good magic as he waited for them to respond. Finally after what seemed like an eternity they took his hands. He held on tight to them as the three of them were enveloped in light…

* * *

"Mr. Zelgadis!" Amelia screamed as he fell to the ground hard next to Kristy. She ran towards him and kneeled next to him. His body glowed with that same strange glow Kristy had and her healing spells did nothing to revive him. 

"Oh no! What have I done!" intoned Dark Heart fearfully as he turned from his gas form to the boy form next to Kristy. He knelt next to her and picked her up carefully.

"Please help me Care Bears! You have got to bring this child back from where I've sent her!" he begged softly with a desperate look in his eyes.

"…And Mr. Zelgadis too!" Amelia added tearfully as she lifted his head and placed it on her lap. Noble Heart moved forward and carefully touched Kristy's hand. He yelped and jumped back as Dark Heart's magic zapped him painfully.

"We… We can't!" True Heart replied sadly.

"It would take more love and caring then even we have all put together!" Noble Heart added equally sad. Dark Heart shook his head desperately. Amelia sobbed softly.

"No! What good is all your love…your caring if it can not save them?" Dark Heart countered his voice full of sorrow and regret.

"…If you can't help us then who can?" Amelia added miserably. Had her friends seen her they would not believe that this grief stricken girl was the cheerful glass-half-full princess they all knew.

"But we care!" said Dawn suddenly. Her twin nodded.

"We all really care!" John agreed. The attention shifted towards them.

"There's got to be others that care as much as we do! People somewhere… anywhere!" Dawn added True heart nodded.

"If all of us and everyone everywhere all cared together it just might be enough to save Kristy and Zelgadis," True Heart enthused. Amelia looked up nodding and looking hopeful again.

"Everyone hold hands! Now open your hearts and your ears and listen real hard for the voice of those who care!" Noble Heart instructed.

"We care," began Cheer Bear gently. Amelia picked it up.

"We care!" she called out as she and Cheer Bear led the chant.

_We Care! We Care! We Care! We Care! We Care! We Care! We Care! We Care! We Care! We Care! We Care! We Care!_

True Heart turned to the people reading this story:

"If you've ever cared do it now… Help us! Tell us you care… Email your friends that you care… tell them how _much_ you care… That's it! Do it again! Say it! Shout it! Help us…"

_We Care! We Care! We Care! We Care! We Care! We Care! We Care! We Care! We Care! We Care! We Care! We Care!_

"We care!" shouts True Heart.

Tentatively at first Dark Heart added his own voice to the chant but soon he was shouting along with the others. Amelia closed her eyes tears streaming down her face she shouted the chant at the top of her lungs. Zelgadis awoke and second or two before Kristy. He panicked for a moment wondering where his other two parts were. He felt different…

'Relax Zelgadis! We're here,' said the Brau. He breathed a sigh of relief at the same time wondering how odd it was that he could still hear them. He felt a tear fall on his cheek but knew it wasn't his. He reached up to Amelia's cheek his skin felt different even though it looked the same. He wiped away another tear making its way down Amelia's cheek. She looked down surprised and he sat up at the same time Kristy did. He smiled as a cheer went up in the ranks of the care family for their success.

"Mr. Zelgadis! You're ok!" she yelled happily and threw her arms around him. He laughed marveling how different everything felt. Her hair brushed against his cheek and he was surprised that he could actually _feel_ it. The Care family crowded around them happily but before they could do any real celebrating the cave began to rumble threateningly. The little star and a heart buddy rushed in to warn everyone that the cave was collapsing.

"Come on!" he called out and without thinking he took Amelia's hand and ran out of the throne room. They all hurried out of the cave dodging falling debris as they went and Zel tried to ignore the golem's comment about Amelia's flowery scent and the Brau's comment about her soft hand. Zel held the door open as he urged Amelia, the children and the Care family out and then jumped out as the cave completely collapsed and the door disappeared. He walked towards where the others had gathered and stood next to Amelia.

"Thank you!" the boy who used to be Dark Heart said. Zel smiled in spite of him self as the care family welcomed ex-Dark Heart into their world and the boy gleefully discovered the joys of being a kid and explained his change of "heart" had been due to his sudden understanding of why Kristy saved him from drowning in the lake earlier. The adventure had ended in the way he had predicted but he had not expected the gift that he received.

'Oh so now we're a gift!' the Brau thought back to him with amused sarcasm. He heard a strange rumbling laughter that could only be the Golem.

'Yes…' he replied simply.

'Well it _is_ better than being a curse!' the Golem thought back. Zelgadis wondered if this union of spirits was what Rezo had originally intended.

'No, I don't think Rezo realized the full potential of his spell,' Brau reasoned thoughtfully. He laughed to himself and wondered if these guys were gonna run a constant commentary on his thoughts in the back of his mind for the rest of his life. His two companions laughed…

'Actually Zelgadis we're always talking back here! You just never listen!' Brau commented sounding more amused than angry.

'Until now…' Golem added seriously.

"Mr. Zelgadis? Are you all right?" Amelia asked softly. He smiled down at her.

"Better than all right!" he replied feeling strangely cheerful and noticing with amusement that his two companions clamped up quickly as soon as she spoke.

"I'm so glad Mr. Zelgadis I was really worried!" Amelia said seriously. Zelgadis smiled at her.

"Thank you for caring Amelia," he smiled. She shrugged and smiled shyly.

"That's what friends are for!" she replied smiling but the slight blush on her cheeks delighted the Brau and the Golem just as much as did him.

'Why so quiet all of a sudden?' Zelgadis teased his spirit companions as Amelia beckoned him outside with the rest of the Care family.

'…Because we like to hear voice! Duh!' retorted Brau.

'…As much you like to hear it!' Golem rumbled in solemn agreement. Zel stifled his laughter as he walked outside and looked around and sure enough the camp had been restored almost instantly to its usual cheerful and welcoming look.

"You know Mr. Zelgadis…You look different…I can't put my finger on it," Amelia commented as they walked towards the lake. Zelgadis frowned he was certain his looks were going to stay the same. He stepped to the edge of the lake and looked at the reflection on the water. He stepped back and looked at her as a gentle breeze blew his hair away from his face for a moment.

"I look the same…" he countered confused at the wide-eyed stare she was regarding him with.

"Your hair!" she shrieked "it moved!" she smiled cheerfully and before she could think about what she was doing she reached up to touch it. What she was saying didn't register for a little while as his mind was occupied with the fact that she had her arms around his neck and was running her fingers through his hair.

"Wow! It's so soft!" she commented with her trademark cheerfulness.

'She's running her fingers through my _hair_!' he finally realized with a jolt of happiness.

'You're a sharp one aren't cha?' Brau retorted sarcastically. His hair was metal so how was it possible. The Brau sighed annoyed to be distracted by Zelgadis' curiosity…

'When Rezo cast his spell you resisted us so we were mostly on the outside! Thus the leathery skin and the metal hair,' Brau answered slightly miffed.

'I see! So now because I'm not resisting you… you're more energy than physical form and more of my own human aspects can surface!' he thought delighted. He had been rather vain about his hair when he was younger and it was the thing he mourned the most to lose.

'Yes…Wonderful…We're all very happy… Now shut up! I can't hear what she's saying!' Golem cut in stoically.

'Thank you!' Brau agreed more than a bit annoyed.

"Mr. Zelgadis, how do you supposed this happened? I thought your hair was metal…" she asked finally removing her hands. He was pulled to the ground by True Heart and Noble Heart and the entire Care family took turns examining the new texture of his do.

"I think it's a side effect from Dark Heart's lighting," he explained calmly as the children too took a turn at touching his hair.

"Thanks for that by the way," Zelgadis added to ex-Dark Heart. The boy smiled.

"Well at least something good came from all of this!" he smiled shyly. True Heart nodded.

"That's right! A lot of good can come from opening your heart and sharing your feelings!" she cheered. Zelgadis laughed.

"Corny…but true!" he added Amelia just stared at him surprised by his out of character behavior.

"Well at least it's the first step to finding your cure Mr. Zelgadis…" she offered shyly but did a poor job at hiding her disappointment. She had after all been honest with him many times in telling him he was fine the way he was. In fact all his friendsfelt the same way…

"You know…I think I'm going to take your advice Amelia," he began as he watched the children and the Care family scamper off to change into swim gear to go for a dip in the lake.

"What advice?" she asked truly confused. Zel ignored Brau's comment about how cute she looked when she cocked her head to one side like she was now.

"I'm going to stay like this. I'm going to stop searching for a way to change back," he replied seriously. She smiled cheerfully.

"Really Mr. Zelgadis? That's so wonderful!" she enthused and then bit her lip nervously and blushed as though she wanted to ask something else but couldn't bring herself to. Zel just smiled.

"I'm still going to travel though. I love learning new things so I'd like to continue to travel for a while to places I haven't been to and see things I haven't seen. Or maybe go back to places I've visited but didn't stay long because they didn't have what I was looking for…" he stopped Amelia went from bursting with cheer to nearly glum.

"That's sounds nice Mr. Zelgadis!" she said with slightly forced cheer. Golem grumbled angrily at Zelgadis for upsetting her.

"You're welcome to come along with me Amelia. I'm thinking I might do much of my traveling with Lina and Gourry anyway. I know they won't mind us tagging along! But if you can't I can always return to Seyruun every so often and share what I've learned with you," he offered seriously. Again she looked so happy he thought she was going to explode. Golem commented how cute she looked when she blushed and Brau congratulated him on finally saying something smart for once.

"A crusade for knowledge is a very worthy cause Mr. Zelgadis! I'm sure I could come along every now and then! When my duties permit it…" she accepted shyly. In vain he tried to shush his mental companions who kept trading comments about Amelia's cuteness. He hadn't realized how badly infatuated with her two out of three parts of himself were. He reminded them sternly of her age. She was barely seventeen still a child for all intents and purposes and all their little "comments" were heading straight towards the "M" section of the ratings!

"Sounds like a plan," he replied calmly smiling peacefully as he lay back on the grass with his hands behind his head. Amelia giggled and lay next to him. Noble Heart came up to them and invited them to join them in the lake. Amelia accepted and went to change. Zel passed deciding instead to nap on the grass by the shore. They spent the rest of the afternoon having fun by the lake. Later that afternoon they said their goodbyes to Kristy and the others and set sail back to Carealot.

* * *

Not long after they arrived a woman who looked vaguely familiar showed up… 

"Well I see you are both still here!" she called out cheerfully. Dressed in a dark blue business suit similar to the ones worn by adults on this world she approached with an amused smile on her face.

"Oh look! It's Kate! She's back! YAY!" shouted Cheer Bear. They all hollered out her name and rushed to greet her.

"Hello everyone!" she greeted with a smile. Zel and Amelia exchanged confused looks. When they had met Kate she had looked like a school marm in her late seventies or early eighties. This Kate looked like she was forty or fifty at the most and she looked rather glamorous not school-marmish at all.

"Maybe it's a different Kate?" Amelia suggested. Zel shook his head. His improved union with his other parts enhanced his senses and he was able to tell that this woman emanated the same power the other one had. He looked at her wrist as she bent down to hug True Heart and Noble Heart and noticed she was wearing the same bracelet used to send Aoshi and Misao back to their world.

"No…I think she's some sort of shape-shifter…" he countered pensively as they approached. Tender Heart overheard his comment and turned confused.

"Kate… a shape-shifter? But Kate never looks different…she always looks the same…" he argued confused. Kate caught up to them by then and smiled patiently.

"The unique power of the Care Family allows them to see only my true form and none of my disguises!" she explained patiently. To make her point her disguise dropped and Zel realized that it was a very powerful illusion. She was as tall as Aoshi with dark brown hair and golden brown skin. She looked like she was in her early thirties but her strange green and hazel eyes showed age greater than a mere thirty years. She had an athletic build to her that leaned more than a little to the voluptuous side. There was an exotic beauty to her that was almost scary!

"Wow!" Amelia blurted as she took in the women's real attire. She wore a black halter top with black tight fitting pants, black leather boots and a long black shiny trench coat. Zel just frowned suspiciously. She just smiled sadly.

"So what brings you to Carealot?" Noble Heart asked cheerfully as she reached down to pick up Baby Hugs and Baby Tugs. She smiled at the little ones.

"Well today I'm actually here on official business!" she began and explained that she had stopped by the summer camp to arrange for ex-Dark Heart – now known as Frank Hearts! – to remain at the camp as he desired. She had stopped by to check on Nicholas to find that his magician mentor had given Nicholas a more active role in his magic act at the carnival. Nicholas looked like he was fast becoming a big success just as he had hope.

"Also I know Little Amelia would like to know how Misao and Aoshi turned out!" she added. Amelia nodded vigorously. Zel chuckled.

"Well they both lived very long happy lives! They had five children: 4 boys and 1 girl. She was born just over eight months after they were married!" she informed them with a twinkle of amusement in her eyes.

"Aoshi didn't waste any time did he!" Zel put in amused the Brau and Golem just laughed. Amelia smiled cheerfully at first but then she frowned.

"You said they "lived"…" Amelia quoted confused.

"The device they used controls both space and time. They traveled not only to another world but into the future as well," she explained.

"So that's why you had to erase their memories to prevent a paradox," Zelgadis supplemented. Kate smiled pleased.

"That's correct! They passed away lying together holding hands on the same night…" she added wistfully. That struck a cord with Zelgadis. He would've never thought that two people who were so different could share such a powerful bond.

"He refused to leave without his gift," he found him self saying in his trademark deep serious tone. Kate smiled sadly.

"They refused to go anywhere without each other," she amended. Amelia sniffled.

"That's so romantic!" she whispered dreamily as a happy tear rolled down her cheek. The older woman laughed.

"Yes…Yes it is!" she agreed cheerfully. "At the last minute I restored their memories and they wished you both much happiness!" she laughed at the confused look on their faces.

"Oh and Aoshi asked me to pass along this message for you Zelgadis!" she said and handed him a small note and at first as he opened it the note had script he couldn't read. She passed her hand over it and the script changed:

_Zelgadis:_

_My time is short but I am glad I can remember you._

_Do not waste your time feeling sorry for yourself._

_Life is much too short and precious to waste on self-pity._

_The ones who care for us don't care whether we are demons or human hybrids…_

_Love them and they will love you back. _

_All the impossible things become possible after that…_

_Take this advice from an old demon:_

_Take care of your gift. It's closer than you think…_

_Your friend,_

_Aoshi_

"You know I was just thinking the same thing Aoshi!" he thought out loud. He sighed and tucked away the letter carefully. Amelia just looked confused. Kate gave him a knowing look.

'A wise man that Aoshi!' Brau commented solemnly and Golem rumbled his agreement. Yes, he agreed but his gift was still too young, too innocent. Maybe someday but for now he would take care of his gift because after all that's what friends do! Amelia continued to stare at him in confusion.

"Remind me to tell you sometime," he said solemnly and walked away from the group for a moment. The fact that his friend was dead was sinking in. He hadn't known Aoshi for long but he was the one person who had taught him the most about himself. He sat at the rainbow where he had spoken to Aoshi and read the letter again.

"Something to think about…" he said softly as he thought about all the things he'd learned since coming here. Brau commented that in the day they'd spent here he had learned more about him self then in the past ten years. Zel smiled sadly and agreed. Aoshi had been a mirror for what he could be and Zel decided that it was a good goal to shoot for. Amelia walked towards him after a while.

"Mr. Zelgadis?" she said softly not wanting to disturb him. He looked up and smiled.

"Yes Amelia," he replied gently beckoning her to come closer.

"Ms. Kate says we have to go now… She says Ms. Lina's starting to feel guilty that we haven't shown up yet and my father's getting worried…" she stopped and she seemed to wrestle with a decision.

"I don't want to go yet but she says you know how to make us come and go as we please…" she added shyly. He got up and realized that he did indeed know the spell required to take them back and knew how to cast it to bring them here again too…without the bad side effects even!

"Yes! Yes I do know!" he exclaimed delighted. A dozen or so more spells suddenly burst into his mind at blinding speed making his head ache for a moment. She reached out to him immediately but he assured her it was just another after effect of the red bolt.

"New spells just surfaced out of my subconscious all at once! I'm all right though! I can bring you back anytime you want!" he reassured her solemnly and the two walked towards the Care Family and Kate to say their goodbyes. She smiled cheerfully and promised to come back soon.

'Not too soon!' Golem hoped.

'This place is too pink and white and fluffy!' Brau agreed. Zel suppressed a smirk of amusement.

'My thoughts exactly!' he replied and inwardly laughed along with his companions. He turned to Amelia standing next to him and put his hand lightly on her shoulder.

"Ready?" he asked seriously. She smiled and nodded.

"Ready Mr. Zelgadis!" she cheered. He didn't even have to say anything all he had to do was close his eyes and envision the place he needed to be at and call on the magic. A quick swirl of light appeared around them blocking everything from view and when it disappeared they were at the steps of the royal palace of Seyruun...

* * *

They found Philionel standing near the door greeting Lina with a stern look. She had unfortunately come back with the bad news that she had misplaced his daughter. They all looked up and Lina heaved a big sigh of relief. 

Father and daughter greeted each other enthusiastically. Then Philionel turned to Zelgadis and thanked him profusely for bringing his baby girl back safe and sound. Happy once more that his daughter was home he invited them inside for dinner and everyone agreed at once! Zel chuckled softly as Lina was lectured by Philionel on her reckless use of unknown spells on his daughter butoldPhillistened with avid interest as Amelia recounted their adventure. Especially the part when Zel dove to protect his precious child! Again Philionel was lavish with his gratitude and praise. Zel just shrugged.

"It's what friends do," he replied simply. Everyone at the table (except Amelia) nearly chocked on their food! Lina stared at him incredulous and Gourry got up to check if Zel was running a temperature.

"Boy that lightning bolt must have hit him hard on the head!" Gourry commented. Zel rolled his eyes. Brau and Golem laughed.

'You have no idea!' they both thought. He slapped Gourry's hand away and ran his fingers through his hair quickly. Lina shrieked and ran towards his chair. She lifted his hair and moved it around a bit.

"How did that happen?" she asked incredulous starting to get a little invasive with her examination of his scalp. He frowned.

"Lina please take your hands off my head **_now_**!" he intoned seriously. He liked Amelia's hands, he didn't mind the children's and the Care family's but he did mind hers. Brau and Golem whole-heartedly agreed. Again he passed his fingers through his hair to smooth it back into its usual "mysterious swordsman" style. Amelia chose this moment to cheerfully announce that Zelgadis wasn't going to look for a cure anymore.

_**BOOM!**_

Gourry and Lina fell off their chairs!

"_YOU'RE NOT_!" they both shrieked. Amelia just smiled cheerfully. Philionel reached over and patted him proudly on the shoulder.

"Good Man! You _should_ stay just as you are!" he intoned proudly.

"Anyone who judges a person by his appearance and not the content of their character is a vain and unjust person!" he added seriously. Amelia nodded eagerly as Lina and Gourry paused in their usual eating frenzy to gawk at him in disbelief.

"Besides Tender Heart told me that what's in your heart is more important than what is on the outside!" she added gleefully. Lina just rolled her eyes and Gourry just smiled and shrugged then continued eating.

"So what are you gonna do now Zel?" Lina asked in a teasing tone casting a quick glance at Amelia. He rolled his eyes and sighed heavily in exasperation.

"He's going on quest for knowledge!" Amelia crowed triumphantly before Zel could say anything. Lina looked surprised.

"…A quest for knowledge?" Lina echoed confused. Zel just shrugged.

"Sure…There are a lot of spells out there that I can learn and places I'd like to see. I want to find as many ways possible to make myself stronger," he explained seriously. Gourry laughed.

"Now that sounds like the Zelgadis we know!" he exclaimed cheerfully. Lina laughed and agreed. She and Gourry went back to their cheerful eating frenzy and Zel as Philionel offered him access to Seyruun's royal library for possible suggestions on his next destination which Zel readily agreed. Amelia was bursting to ask her daddy for permission to come along on Zelgadis' next adventure but she refrained because she knew Lina would tease her relentlessly. She would ask daddy later…

Kate sighed and put her magical mirror away then turned to the readers:

"And so this adventure comes to a happy ending thanks to the love and caring of the Care Bears and Care cousins, Kim and Jason, Misao and Aoshi, John and Dawn, Nicholas and Kristy, Zelgadis and Amelia and…well you all know who you are! Thank you for opening your hearts and sharing your feelings to help us the day!"

* * *

Ok…Now that I have sufficiently scared all of you with my way too twisted mind. I will take a moment to say I'm sorry. Ok moment over! Actually I'm not sorry…I fully intended to scare the crap out of everyone who read this after all I wouldn't have added Care Bears in here if I didn't! 

HAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHHAHAHAHHAHAHA!

Thanks for reading and now share your feelings and review!


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